Act 579 Labuan Offshore Securities Industry Act 1998

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1Labuan Offshore Securities Industry

LAWS OF MALAYSIA

REPRINT

Act 579

LABUAN OFFSHORE SECURITIES

INDUSTRY ACT 1998 Incorporating all amendments up to 1 January 2006

PUBLISHED BY

THE COMMISSIONER OF LAW REVISION, MALAYSIA

UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968

IN COLLABORATION WITH

PERCETAKAN NASIONAL MALAYSIA BHD

2006

http://perjanjian.org

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LABUAN OFFSHORE SECURITIESINDUSTRY ACT 1998

Date of Royal Assent ... ... ... ... 4 March 1998

Date of publication in the Gazette 19 March 1998

PREVIOUS REPRINT

First Reprint ... ... ... ... ... 2002


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LAWS OF MALAYSIA

Act 579

LABUAN OFFSHORE SECURITIES INDUSTRYACT 1998

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

Section

1. Short title and application

2. Interpretation

PART II

MUTUAL FUNDS

3. Trustees and custodians

4. Registers

5. Registration procedure

6. Private funds

7. Application by private funds

8. Power to grant or refuse consent for private funds

9. Public funds

10. Application by public funds

11. Power to grant or refuse registration for public funds

11A. Foreign fund not required to obtain consent or to be registered

12. Managers and administrators

12A. Fit and proper person

13. Application for licence and registration


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4 Laws of Malaysia ACT 579

14. Power of grant or refusal for licence and registration

15. Duties and appointments

16. Accounts and audit

17. Prospectus

18. Investors rights

19. Limitation

20. Certificate of compliance

21. Particulars and change of address

22. Consent, licence or registration

23. Revocation of consent, licence or registration

24. Revocation procedure

25. Appeals

26. Appeal procedure

27. Enforcement

28. Confidentiality

29. Variation of statutory provisions

PART III

EXCHANGE

30. Establishment of the Exchange

31. By-laws of the Exchange

32. Rules of the Exchange

33. Powers of the committee

34. Dealing in securities

35. Register of trading agents and listing sponsors

36. Financial statement of the Exchange

37. Persons not deemed to be carrying on business in Malaysia

38. Suspension of trading on the Exchange

38A. Ministers power to suspend trading

39. Powers of the Authority

Section


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PART IV

MISCELLANEOUSSection

40. Indemnity

41. Conflict between laws

42. Power of exemption

43. General offence and penalty

44. Service of notices, documents, etc.

45. Fees

46. Misrepresentation

47. Compounding of offences

48. Prosecution

49. Fees and penalties

50. Regulations

51. Direction by Minister

52. Power of the Minister to make modifications

53. Procedure where none laid down

54. Disapplication of certain existing legislation

55. Transitional

56. Saving provision


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6 Laws of Malaysia ACT 579http://perjanjian.org

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LAWS OF MALAYSIA

Act 579


An Act to provide for the regulation of securities in Labuan, theestablishment of an exchange and for other matters related thereto.

[1 April 1998, P.U. (B) 137/1998]

BE IT ENACTED by the Seri Paduka Baginda Yang di-PertuanAgong with the advice and consent of the Dewan Negara andDewan Rakyat in Parliament assembled, and by the authority ofthe same, as follows:

PART I

PRELIMINARY

Short title and application

1. (1) This Act may be cited as the Labuan Offshore SecuritiesIndustry Act 1998.

(2) The Minister may appoint different dates for the coming

into force of different provisions of this Act.

Interpretation

2. (1) In this Act, unless the context otherwise requires

administrator means a person who

(a) for valuable consideration provides a mutual fund with

administrative services or facilities alone or with accountingservices; or


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(b) is entitled to provide a mutual fund with such servicesor facilities under any recognized country or jurisdiction,

and includes an offshore bank, a trust company and a managementcompany licensed under section 130C of the Offshore CompaniesAct 1990 [ Act 441];

auditor means a person qualified to perform audits under thelaws of Malaysia or any recognized country or jurisdiction andapproved by the Authority;

Authority has the meaning assigned to it in the Labuan OffshoreFinancial Services Authority Act 1996 [ Act 545];

business day means a day during any part of which the facilitiesof the Exchange are available to its trading agents for tradingpurposes or would have been available but for a suspension oftrading ordered by the Authority under section 38;

by-laws means the written terms by reference to which thecommittee regulates its own procedure and includes such termsapplicable thereto as contained in the memorandum and articles

of association of the Exchange;

committee means the persons responsible for all matters relatingto listing, licensing, trading and other matters related to securitiesmarket;

company means a body corporate wherever incorporated orconstituted;

court means a court of competent jurisdiction;

custodian means the person who is entrusted by a mutual fundwith custody of the property of the fund pursuant to an agreementto that effect;

dealing in securities means, whether as principal or agent,making or offering to make with any person or inducing or attemptingto induce any person to enter into or to offer to enter into

(a) any agreement for or with a view to acquiring, disposing

of, subscribing for, or underwriting securities; or


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(b) any agreement the purpose or avowed purpose of whichis to secure a profit to any of the parties from the yieldof securities or by reference to fluctuations in the value

of securities;

Exchange means the body corporate established as a securitiesexchange under section 30;

expert includes any engineer, accountant, solicitor, valuer,auditor or any other person whose profession or reputation givesauthority to a statement made by him;

financial year means the period not exceeding fifty-three weeks

at the end of which the balance of the funds accounts is struckor, if no such balance is struck or if the period of fifty-three weeksfor so doing is exceeded, the calendar year;

investor means a person who owns, or has an interest, inshares issued by a mutual fund but does not include a promoteror an operator;

listing requirements means the rules governing or relatingto

(a) the admission to the official list of the Exchange of anybody corporate, government, unincorporated body or anyother person for the purpose of quotation on the securitiesmarket and removal therefrom; or

(b) the activities or conduct of any body corporate, government,unincorporated body and any other person admitted tothat list who have been approved by the Authority;

listing sponsor means a person licensed by the Exchangepursuant to its rules to carry on functions as a listing sponsor;

manager means a person who

(a) for valuable consideration provides management servicesalone or with investment advice or administrative servicesin respect of securities for the purposes of investment,including dealing in securities or such other activity asmay be prescribed by the Authority; or

(b) is entitled to provide such services or advice under thelaws of any recognized country or jurisdiction;


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Minister means the Minister for the time being charged with

the responsibility for finance;

mutual fund or fund means an offshore company or a companyincorporated under the laws of any recognized country or jurisdiction,

partnership or a unit trust which

(a) collects and pools funds for the purpose of collective

investment with the aim of spreading investment risk;

and

(b) issues shares which entitle the holder to redeem his

investments within a specified period that is agreed

upon by the parties and receive an amount computed byreference to the value of a proportionate interest in the

whole or part of the net assets of the company, partnership

or unit trust, as the case may be,

and includes an umbrella fund whose shares are split into a number

of different class funds or subfunds and participants in which are

entitled to exchange rights in one part for rights in another;

offshore bank means a bank licensed under subsection 6(2) ofthe Offshore Banking Act 1990 [ Act 443];

offshore company has the meaning assigned to it in the Offshore

Companies Act 1990;

operator, in respect of a mutual fund, means

(a) where the mutual fund is a company, a director of that

company;

(b) where the mutual fund is a partnership, a general partner

in that partnership; or

(c) where the mutual fund is a unit trust, a trustee of that

trust;

partnership means a partnership formed under the Labuan

Offshore Limited Partnerships Act 1997 [ Act 565] or under the

laws of any recognized country or jurisdiction notwithstandingany statutory definition to the contrary;


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person includes a mutual fund, an offshore company, a

partnership, a unit trust and a body of persons, whether incorporated

or unincorporated;

prescribed means prescribed by the Authority under this Act,

and where no mode is mentioned, means prescribed by order published

in the Gazette;

private fund means a mutual fund

(a) whose shares are not offered to the general public and

are owned or held by

(i) not more than one hundred investors where thefirst time investment of each of such investors is

not less than one hundred thousand ringgit (or

such other sum as may be prescribed) or the

equivalent in any other currency;

(ii) any number of investors where the first time

investment of each of such investors is not less

than five hundred thousand ringgit (or such other

sum as may be prescribed) or the equivalent in

any other currency; or

(b) which is designated as a private fund under section 50;

promoter means a person acting alone or in conjunction with

others directly or indirectly who takes the initiative in forming or

organizing the business of a mutual fund, but does not include a

custodian or an underwriter who receives underwriting commission

without taking part in the founding or organizing of the mutual

fund business;

prospectus means any prospectus, notice, circular, advertisement,

information, memorandum or other written invitation offering to

the public for subscription or purchase any shares issued by a

mutual fund;

public fund means a mutual fund other than a private fund

which, by means of publishing or distributing a prospectus or by

any other means, offers any shares issued by it for subscription

or purchase to any member of the general public;


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recognized country or jurisdiction has the meaning assignedto it under subsection 3(3);

record means a facility for storing information which can besubsequently retrieved or reproduced;

registered public fund means a public fund registered under

section 11;

regulations means regulations made under this Act;

rules, in relation to the Exchange, means the rules governing

the conduct of the Exchange or the members thereof;

shares means one or more of the shares in the share capital

of a mutual fund company including, in the case of a company

limited by guarantee, the interest of a member of such company

and includes an interest in a mutual fund partnership and a unit

in a mutual fund unit trust;

secretary means the secretary for the time being of the Exchange

and includes an acting or assistant secretary;

securities means any investments commonly known or capable

of being described as securities, and includes

(a) shares, debentures, funds, units, interests in a limited

partnership or unit trust or company and bonds or notes

of or issued by any body (incorporated or unincorporated),

government, local government or public authority;

(b) certificates of interest or participation in, temporary orinterim certificates for, receipts for or warrants to subscribe

to or purchase any of such investments, shares, debentures,

funds, units, interests, bonds or notes; and

(c) such other instruments or interests as may from time to

time be prescribed by the Minister, on the written

recommendation of the Authority, as being admissible

for listing and trading on the Exchange;

Securities Commission has the meaning assigned to it under

the Securities Commission Act 1993 [ Act 498];


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securities market means a stock market or a place at which,or a facility by means of which

(a) offers to sell, purchase or exchange securities are regularlymade or accepted; and

(b) information concerning the prices at which or theconsideration for which particular persons or classes ofpersons propose to sell, purchase or exchange, or mayreasonably be expected to sell, purchase or exchange,securities is regularly provided;

trading agent means a person licensed and authorized to engage

in the business of dealing in securities pursuant to the rules of theExchange;

trust company has the meaning assigned to it under the LabuanTrust Companies Act 1990 [ Act 442];

underwriter means a person who

(a) as principal, agrees to purchase shares issued by a mutualfund with a view to offering them to the public; or

(b) as agent of a mutual fund, offers for sale or sells to thepublic shares issued by the mutual fund;

unit trust means any trust established under the laws of Malaysiarelating to Labuan or the laws of any recognized country or jurisdictionfor the purpose, or having the effect, of providing facilities for theparticipation by persons as beneficiaries under the trust in anyprofits or income arising from the acquisition, holding, management

or disposal of any property.

(2) A company incorporated or partnership formed or unit trust

organized under the laws of Malaysia relating to Labuan for thepurpose of carrying on business as a mutual fund or as a manageror an administrator of a mutual fund shall be deemed to be carryingon business in Labuan notwithstanding that such business is carriedon wholly outside Labuan or outside Labuan from a place ofbusiness or registered office within Labuan and the expressioncarrying on business from within Labuan includes carrying onbusiness outside Labuan from a place of business or a registeredoffice within Labuan.


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PART II

MUTUAL FUNDS

Trustees and custodians

3. (1) No person shall carry on business in or from within Labuanas

(a) a trustee of a public fund unless that person is a trustcompany; or

(b) a custodian of a public fund unless that person is anoffshore bank or a trust company.

(2) Paragraphs 3(1)(a) and (b) do not apply to a person who

(a) is and continues to be a qualified and authorized trusteeor custodian of public funds under the laws of anyrecognized country or jurisdiction; and

(b) has received written permission from the Authority tocarry on business as trustee or custodian of a public fundin or from within Labuan.

(3) For the purpose of this Act, any recognized country orjurisdiction means any country or jurisdiction as may be prescribedin writing.

Registers

4. (1) The Authority may keep separate registers for

(a) private funds;

(b) public funds; and

(c) managers and administrators of public funds.

(2) The registers required under subsection 4(1) shall contain

(a) the information required under section 21 in respect ofeach person who has been granted consent, registration,or licence or who has received written permission underthis Act;

(b) the date of such consent, registration, licence or writtenpermission, as the case may be; and


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(c) the date upon which such consent, registration, or licenceor written permission was cancelled.

(3) The registers required to be kept pursuant to this sectionshall

(a) be in such form as the Authority may determine; and

(b) subject to section 28, be open to public inspection duringoffice hours on payment of such inspection fee as maybe prescribed.

(4) The Authority may issue to any person, upon request by theperson, a certificate of compliance in such form, upon payment of

such fee, as may be prescribed.

(5) No person exercising any power or dicharging any dutyunder this Act shall, knowingly, have any financial interest in anyperson who has been granted a consent or who has been registered,licensed or given written permission under this Act.

Registration procedure

5. (1) Where the Authority grants consent to a private fund undersection 8, it shall

(a) enter the particulars relating to the private fund in theregister maintained under section 4; and

(b) issue a certificate to the private fund showing the dateupon which consent was granted.

(2) Where the Authority grants registration of a public fund

under section 11, it shall(a) register the public fund in the register maintained under

section 4; and

(b) issue a certificate to the public fund showing the date ofregistration.

(3) Where the Authority grants a provisional acceptance undersection 11, the promoters of the proposed public fund shall withinthe period of three months referred to in subsection 11(3) deliver

to the Authority

(a) the provisional acceptance of the Authority;


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(b) proof satisfactory to the Authority that the proposed publicfund is lawfully constituted in Labuan or any recognizedcountry or jurisdiction;

(c) the application fee required under subparagraph 10(b)(ii);and

(d) the information referred to in subparagraph 10(b)(iv).

(4) If the Authority is satisfied that the proposed public fundreferred to in subsection 5(3) has complied with the requirementsof that subsection it shall register the public fund and issue to ita certificate of registration in accordance with the procedure setout in subsection 5(2).

(5) Where the Authority grants a licence to a person or registrationto an offshore company under section 14, it shall

(a) enter the particulars of the person or the offshore companyin the register maintained under section 4; and

(b) issue a licence to the person or a certificate to the companyshowing the date on which the licence or registration wasgranted.

(6) Where the Authority issues a written permissionpursuant to subsection 3(2) or 12(2), it shall enter in the registermaintained under section 4 the particulars set out in subsection4(2).

Private funds

6. No private fund shall carry on business or arrange or administerits affairs in or from within Labuan unless it has received a consent

under section 8.

Application by private funds

7. (1) An application by a private fund for consent under section8 shall be made by letter to the Authority setting out the detailsof the scope and nature of its business.

(2) An application under subsection 7(1) shall be accompanied

by

(a) such application fee as may be prescribed by regulations;


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(b) proof satisfactory to the Authority that the applicant is

(i) a private fund; and

(ii) lawfully constituted either under the laws ofMalaysia relating to Labuan or under the laws ofany recognized country or jurisdiction; and

(c) the information required under section 21.

Power to grant or refuse consent for private funds

8. The Authority may grant or refuse to grant a consent to a

private fund and may make a grant of consent subject to any terms,conditions, limitations or restrictions.

Public funds

9. (1) No public fund shall carry on business or arrange or administerits affairs in or from within Labuan unless it has been grantedregistration under paragraph 11(1)(a).

(2) The promoters for a proposed public fund to whom aprovisional acceptance has been granted under paragraph 11(1)(b)shall not carry on business or arrange or administer its affairswithout the prior written consent of the Authority.

Application by public funds

10. An application by the promoters for a proposed public fund

or by a public fund to the Authority for registration to carry onbusiness or arrange or administer its affairs in or from withinLabuan shall be

(a) made in such form and contain such information as maybe prescribed; and

(b) accompanied by

(i) a statement setting out the scope and nature of thebusiness to be carried on by the applicant in or

from within Labuan;(ii) such application fee as may be prescribed by

regulations;


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(iii) the instrument by which the applicant is constituted

or such other proof as the Authority may require

to be satisfied that the applicant is lawfully constituted

under the laws of Malaysia relating to Labuan orunder the laws of any recognized country or

jurisdiction;

(iv) the information required under section 21; and

(v) such other deeds, documents or information as the

Authority may reasonably require for the purpose

of determining the application.

Power to grant or refuse registration of public funds

11. (1) The Authority may

(a) grant or refuse to grant registration of a public fund;

or

(b) grant provisional acceptance of a proposed public fund.

(2) A grant under subsection 11(1) may be made subject to any

terms, conditions, limitations or restrictions.

(3) A provisional acceptance granted under paragraph 11(1)(b)

shall be valid and effective for a period not exceeding six months

from the date on which it is granted.

(4) A provisional acceptance may be renewed for a period not

exceeding three months upon application being made to the Authority

and accompanied by

(a) such documents or information as the Authority may

require; and

(b) such application fee as may be prescribed by regulations.

(5) Notwithstanding the grant of a provisional acceptance under

paragraph 11(1)(b) to a proposed public fund, the Authority may

grant registration to such a proposed public fund as a public fundunder paragraph 11(1)(a).


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Foreign fund not required to obtain consent or to be registered

11A. An administrator, a custodian or a manager may manage or

administer, or act as custodian of, a mutual fund lawfully registeredunder the laws of any recognized country or jurisdiction withoutthe requirement for the mutual fund to obtain consent under section8 or to be registered under section 11.

Managers and administrators

12. (1) No person shall carry on business in or from within Labuanas

(a) a manager of a public fund unless that person is anoffshore company who has been granted a licence to actas manager under section 14;

(b) an administrator of a public fund unless that person is anoffshore company or trust company and is registered toact as an administrator under this Act.

(2) Paragraph 12(1)(a) does not apply to a person who

(a) is and continues to be a qualified and authorized managerof mutual funds under the laws of any recognized countryor jurisdiction; and

(b) has received written permission from the Authority tocarry on business as manager of public funds in or fromwithin Labuan.

(3) Paragraph 12(1)(b) does not apply to a person who

(a) is an offshore bank, a trust company or a managementcompany licensed under section 130C of the OffshoreCompanies Act 1990; or

(b) is and continues to be a qualified administrator of mutualfunds under the laws of any recognized country orjurisdiction,

and has received written permission from the Authority to carryon business as administrator of public funds in or from withinLabuan.


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Fit and proper person

12A. Any person who has received written permission from the

Authority to carry on business as trustee, custodian, manager oradministrator shall be a fit and proper person and continue to bea fit and proper person throughout the operation of the business.

Application for licence and registration

13. (1) Subject to subsection 12(2), an application for a licenceto carry on business in or from within Labuan as a manager of apublic fund shall be made to the Authority in such manner as theAuthority may prescribe in writing.

(2) An application under subsection 13(1) shall be accompaniedby

(a) such application fee as may be prescribed by regulations;

(b) particulars of the financial and human resources andadministrative facilities available to the applicant for thecompetent and efficient conduct of its business;

(c) the information required under section 21; and

(d) such other information or documents as the Authoritymay reasonably require for the purpose of determiningthe application.

(3) Subject to subsection 12(3), an offshore company may applyin the prescribed form, accompanied by such fee as may be prescribed,to the Authority for registration as an administrator of a mutualfund.

Power of grant or refusal for licence and registration

14. (1) The Authority may grant or refuse to grant a licence orregistration to any applicant.

(2) The Authority may refuse to grant a licence or registrationunless it is satisfied that the applicant

(a) is a fit and proper person to engage in the business ofmanagement or administration of mutual funds; and


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(b) has or has available to him sufficient knowledge, expertise,resources and facilities for the proper management oradministration of mutual funds.

(3) The grant of a licence or registration may be made subjectto any terms, conditions, limitations or restrictions.

(4) Except with the written consent of the Authority no changeshall be made in respect of the identity, residence, domicile, ownershipor shareholding of the manager or administrator during the periodof operation of the licence or registration.

Duties and appointments

15. (1) The Authority has

(a) the duty to supervise mutual funds, managers andadministrators in accordance with this Act; and

(b) in and for the discharge of that duty, the powers conferredupon it by this Act.

(2) The Authority may delegate any of its powers or duties

under this Act to any person appointed by the Authority.

Accounts and audit

16. (1) Every registered public fund shall

(a) keep or cause to be kept accounts and records and shall,after the end of each financial year cause to be prepareda statement of accounts for that financial year whichshall include a balance sheet and an account of income

and expenditure in accordance with generally acceptedaccounting principles applicable in Malaysia or in anyrecognized country or jurisdiction;

(b) keep such accounting records and financial statements ortrue copies thereof at its place of business in Labuan andmake them available for inspections by the Authority orany person authorized in writing by the Authority;

(c) keep at its place of business in Labuan and make availableto the Authority or any person authorized in writing bythe Authority such other records, statements, documentsor information as the Authority may prescribe in writing;


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(d) within three months of the end of each financial yearpresent to an auditor the financial statements referred toin paragraph 16(1)(a) and such other records and

information as may be required for audit in accordancewith generally accepted auditing principles applicable inMalaysia or any recognized country or jurisdiction; and

(e) provide to or make available for inspection by all theinvestors of the fund the financial statements referred toin paragraph 16(1)(a) together with the report of theauditor thereon.

(2) The accounting records and financial statements required to

be kept in accordance with subsection 16(1) may be kept in anycurrency and in any language, but if they are kept in a languageother than the national language or English language, a translationinto the national language or English language, verified in a mannersatisfactory to the Authority, shall be kept by the public fundtogether with such accounting records and financial statements.

Prospectus

17. (1) No registered public fund shall, in or outside Labuan,offer its shares to the public unless prior to such offer

(a) it publishes in writing a prospectus signed by or on behalfof its operators and its operators have approved the contentsof the prospectus and authorized its publication; and

(b) a copy of such prospectus has been filed with the Authority.

(2) Every prospectus shall

(a) provide full, true and plain disclosure of

(i) all facts and circumstances that would facilitate areasonable assessment by a prospective investorin determining whether to purchase or subscribeto shares of a public fund; and

(ii) such other matters as the Authority may require;

(b) contain a statement summarising the rights of investorsprovided by section 18; and


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(c) where the fund has completed a financial year in operationbe accompanied by or contain reference to the availabilityof the financial statements of the financial year of the

fund immediately preceding the date of such offer andthe auditors report thereon.

(3) The Authority shall not accept for filing a copy of a prospectusunless

(a) it is accompanied by a certificate from an expert certifyingthat it complies with the requirements of subsection 17(2);and

(b) where all or any part of the prospectus is not in the

national language or English language, a translation intothe national language or English language of the prospectusor that part of the prospectus, verified in a mannersatisfactory to the Authority, is filed with the prospectus.

(4) Where any change occurs which materially affects any ofthe matters required to be disclosed under subsection 17(2), theregistered public fund shall within thirty days of such occurrenceincorporate such amendment to the prospectus and provide a copy

thereof to each of its investors and to the Authority.

(5) Sections 28 to 39 inclusive of the Offshore Companies Act1990 shall not apply to mutual funds consented to or registeredin compliance with this Act.

Investors rights

18. (1) If a registered public fund publishes a prospectus or any

amendment thereto that contains any misrepresentation relating toany of the matters required to be disclosed under subsection 17(2),a person who purchased any shares pursuant to such prospectusor amendment thereto is deemed to have relied upon themisrepresentation and shall have the rights provided in subsection18(2).

(2) A person referred to in subsection 18(1) may elect to exercisea right of action

(a) for the rescission of the purchase; or

(b) for damages,


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jointly and severally against the fund and every person who, while

aware of the misrepresentation, signed the prospectus or amendment

thereto and consented to its publication and filing or caused it to

be signed or published and filed.

(3) For the purposes of this section, misrepresentation means

(a) any untrue or misleading statement of any of the matters

required to be disclosed under subsection 17(2); or

(b) an omission to disclose any of such matters.

(4) No person shall be liable under this section if he proves that

the purchaser purchased the shares offered by the prospectus oramendment thereto with knowledge of the misrepresentation.

(5) The right of action for rescission or damages conferred by

subsection 18(2) is in addition to any other right which the aggrieved

party may have at law.

Limitation

19. Notwithstanding any other written law to the contrary, any

action under subsection 18(2) may not be commenced after

(a) one hundred and eighty days from the day on which the

aggrieved party first had knowledge of the

misrepresentation; or

(b) one year from the date of the purchase transaction that

gave rise to the cause of action,

whichever is earlier.

Certificate of compliance

20. Every registered public fund which carries on business outside

Labuan under the laws of any recognized country or jurisdiction

shall every year, within ninety days of the end of its financial year,

file with the Authority a certificate of compliance from the competent

authority that is responsible for the regulation and supervision ofthe conduct of its business in that recognized country or jurisdiction.


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Particulars and change of address

21. (1) Every application for consent, registration, provisional

acceptance or a licence made under this Act shall be accompaniedby the following particulars:

(a) the address of the applicants place of business and itsaddress for service in Labuan;

(b) the name and address of a person in Labuan who isauthorized to represent the applicant and to accept serviceon its behalf; and

(c) the address of the applicants place of business outside

Labuan.

(2) If any change is made or occurs in respect of informationunder subsection 21(1), the applicant, upon being granted consent,registered, provisionally accepted or licensed as the case may be,shall within thirty days after the change occurs file with the Authoritya notice signed by him specifying the nature of change.

Consent, licence or registration

22. A consent, licence or registration granted under this Actshall

(a) be in such form as may be prescribed;

(b) specify any terms, conditions, restrictions or limitations;

(c) remain in force until it is cancelled; and

(d) be admissible in all courts asprima facie evidence of the

facts stated in it.

Revocation of consent, licence or registration

23. The Authority may, subject to section 24 and subsection25(2), revoke any consent, licence or registration under this Act

(a) at the request of the holder thereof; or

(b) where the holder thereof

(i) has ceased to carry on business in or from withinLabuan;


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(ii) has contravened any provision of this Act or anyterms, conditions, restrictions or limitations attachedto the consent, licence or registration as the case

may be;(iii) has been convicted of an offence under this Act

or of a criminal offence in any recognized countryor jurisdiction;

(iv) has knowingly and wilfully supplied false,misleading or inaccurate information or failed todisclose information required under this Act;

(v) is carrying on business in a manner that the Authority

reasonably believes to be detrimental to the interestsof mutual funds investors; or

(vi) is declared bankrupt or has been wound-up orotherwise dissolved.

Revocation procedure

24. (1) Before revoking any consent, licence or registration under

paragraph 23(b), the Authority shall

(a) give the holder thereof notice in writing of the groundson which it intends so to do;

(b) afford the holder opportunity to make writtenrepresentations to it within a period of thirty days afterreceipt of the notice; and

(c) take any such representations into consideration.

(2) Where the Authority revokes any consent, licence orregistration under paragraph 23(b), the Authority shall give noticein writing to the holder thereof of such revocation and the revocationshall take effect on a date to be specified in the notice.

Appeals

25. (1) Except as provided under subsection 25(2), where the

Authority makes a decision on any application made under thisAct, it shall not be bound to assign any reasons for such decision.


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(2) Where the Authority decides to revoke any consent, licenceor registration under paragraph 23(b), the holder of such consent,licence or registration who is aggrieved by the decision may appeal

against such decision under section 26.

(3) The bringing of an appeal under this section suspends thedecision appealed against, pending the determination or abandonmentof the appeal.

(4) For the purposes of subsection 25(3), the appellant shall notcarry on any business or activity without the prior written consentof the Authority.

Appeal procedure

26. An appeal under subsection 25(2) shall be brought by

(a) serving on the Authority a notice of appeal within thirtydays, or such longer period as the Minister may allow,of the receipt by the appellant of the notice requiredunder subsection 24(2); and

(b) summons for the hearing of the appeal before the court.

Enforcement

27. (1) For the purpose of discharging the duties imposed uponthe Authority under this Act the Authority or any person authorizedby it may at all reasonable times in writing direct any person towhom this Act applies to

(a) furnish any information; or(b) provide access to and copies of any records, books or

other documents, relating to the business of that personbeing carried on under this Act which, in the opinion ofthe Authority, are necessary to enable it to ascertaincompliance with the provisions of this Act.

(2) Where

(a) a fund is insolvent or is likely to become unable to meetall or any of its obligations or is about to suspend paymentto any extent; or


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(b) any fund, manager, administrator, operator or promoteris carrying on business in a manner the Authority reasonablybelieves to be detrimental to the interest of the investors;

or(c) any fund, manager, administrator, operator or promoter

has contravened any provision of this Act or any otherwritten law for the time being in force,

the Authority may

(aa) impose new or additional terms, conditions, restrictionsor limitations upon the operation of the fund or vary orrevoke any which have already been imposed;

(bb) require the removal of any promoter, operator, manageror administrator or his replacement by another personapproved by the Authority;

(cc) appoint a person to assume control of the affairs of thefund; or

(dd) apply to the court for an order to take such action as theAuthority considers necessary to protect the interests ofinvestors in and creditors of the fund.

(3) The Authority may bring actions and institute proceedingsfor the enforcement of any provision of this Act or for the recoveryof fees or other sums of money payable under this Act.

Confidentiality

28. (1) Save as is provided in subsection 28(2) and section 4, any

information, material or document furnished to or filed with theAuthority under this Act is privileged and shall not be disclosedto any person except on the order of a court.

(2) The Authority may, on the application of any person orsupervisory authority, direct that any specified information, materialor document furnished to or filed with the Authority under this Actby any mutual fund shall not be held in confidence and shall bedisclosed to the applicant.

(3) Nothing in this section shall be construed as prohibiting

(a) any waiver of confidentiality by the mutual fund; or


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(b) the publication by the Authority and other supervisoryauthorities of general information and statistics relatingto registrations, consents and licences granted under, and

the implementation and operation of, this Act.

(4) For the purpose of this section, other supervisory authoritiesincludes the relevant supervisory authority of any recognized countryor jurisdiction which exercises functions corresponding to thoseof the Securities Commission over the supervision or establishmentof mutual funds.

Variation of statutory provisions

29. (1) Notwithstanding subsection 48(2) and section 55 of theOffshore Companies Act 1990 to the contrary

(a) a mutual fund which is a company may

(i) issue; or

(ii) convert existing non-redeemable shares, whetherissued or not, into,

shares which are to be redeemed, or are liable to be redeemed, at

the option of the company or the shareholder;(b) on the redemption or purchase of its own fully paid

shares, a mutual fund which is a company may

(i) repay the capital paid up on such shares out of paidin capital, share premium or other reserves of thecompany;

(ii) pay the premium, if any, out of realized or unrealizedprofits, share premium or other reserves of the

company on such terms and in such manner and atsuch price as may be determined having regard tothe asset value of such shares as ascertained inaccordance with its by-laws.

(2) The redemption or purchase of its own shares by a mutualfund which is a company shall not be taken as reducing itsauthorized share capital and a mutual fund which is a companyshall have power to issue shares equal in aggregate par value tothe aggregate par value of the shares so redeemed or purchased

as if those shares had never been issued and the issuance of suchshares under the power herein contained shall not be taken asincreasing the amount of its issued share capital.


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(3) Sections 66 to 74 inclusive and subsection 147(2) of the

Offshore Companies Act 1990 shall not apply to a mutual fund

which is established under this Act.

(4) Subsection 147(1) of the Offshore Companies Act 1990

shall apply to a mutual fund which is a partnership or a unit trust

and such mutual fund shall comply with such other limitations and

conditions as may be prescribed.

(5) The provisions of the Trustee Act 1949 [Act 208] shall not

apply to a trustee of a mutual fund established or registered under

this Act.

(6) Section 32 of the Securities Commission Act 1993 shall

apply except where an offer for subscription or purchase of shares

in a mutual fund established under this Act is made to an exempt

purchaser or a non-resident.

(7) Notwithstanding section 3 of the Labuan Offshore Limited

Partnerships Act 1997, a partnership established solely for the

purpose of establishing a mutual fund under this Act may have

more than twenty partners.

(8) For the purposes of this section

(a) an exempt purchaser means

(i) an individual whose net personal assets exceed ten

million ringgit or its equivalent in foreign currencies;

(ii) a corporation incorporated in Malaysia with net

assets exceeding twenty million ringgit in value asdetermined in accordance with the most recent audited

balance sheet of the corporation;

(iii) the persons who or which have been declared by

the Minister, on the recommendation of the Securities

Commission after consultation with the Authority,

by notification in the Gazette to be exempt purchasers

for the purpose of this subsection; and

(b) non-resident has the meaning assigned to it in section

2 of the Labuan Trust Companies Act 1990.


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PART III

EXCHANGE

Establishment of the Exchange

30. The Minister may, on the written recommendation of theAuthority, establish a body corporate which is an offshore companyto be an exchange in Labuan by the name of Labuan InternationalFinancial Exchange with perpetual succession and a commonseal, which may sue and be sued in its name and, subject to andfor the purpose of this Act, may enter into contracts and mayacquire, purchase, take, hold and enjoy movable and immovable

property of every description and may convey, assign, surrender,yield up, charge, mortgage, demise, reassign, transfer or otherwisedispose of, or deal with, any movable or immovable property orany interest therein vested in the Exchange upon such terms as itdeems fit.

By-laws of the Exchange

31. The Authority may, with the approval of the Minister, prescribesuch by-laws as may be expedient or necessary for the purpose ofcarrying out the provisions and matters connected with the Exchange.

Rules of the Exchange

32. The Exchange may, with the approval of the Authority, makerules which provide for

(a) the conditions and administration of licences issued bythe Exchange and for the regulation generally of theconduct of trading agents and listing sponsors in connectionwith the business of the Exchange;

(b) the financial, accounting, record-keeping, disclosure andcapital adequacy requirements applicable to trading agentsand listing sponsors;

(c) the conditions under which securities may be listed fortrading in the securities market proposed to be operated

by the Exchange;(d) the conditions governing dealings in securities by trading

agents and listing sponsors;


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(e) the class or classes of securities that may be dealt in bytrading agents and listing sponsors or listed in the Exchange;

(f) confidentiality with respect to information relating to the

affairs of the Exchange and of any trading agent or listingsponsor in connection with the business of the Exchange;

(g) the arbitration of disputes arising out of or in connectionwith any securities market operated by the Exchange;

(h) the suspension of trading in and the delisting of anysecurity listed on the Exchange;

(i) ( Deleted by Act A1191);

(j) the carrying on of the business of the Exchange with dueregard to the interests of the public;

(k) a fair and independent market for the listing and tradingof securities;

(l) such other matters as the Exchange deems necessary ordesirable for the proper and efficient regulation,management and control of the Exchange and the securitiesmarket operated by it.

Powers of the committee

33. (1) The affairs of the Exchange shall be managed by a committeeconsisting of not less than five persons who possess relevantexperience in financial, commercial or legal matters of whom thechairman and one other person shall be appointed by the Ministerand the rest appointed by the Authority.

(2) Subject to Part III, the committee shall have full power in

all matters relating to listing, licensing, securities or dealings onthe Exchange and other matters related thereto.

(3) Subject to section 53, the provisions of the Offshore CompaniesAct 1990 shall, unless the context otherwise requires, apply in allrespects to the persons who make up the committee as if suchpersons were directors for the purposes of that Act.

Dealing in securities

34. (1) No person other than a trading agent shall engage in orhold himself out as engaging in the business of dealing in securitieson the Exchange.


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(2) Any person who contravenes subsection 34(1) commits anoffence and shall be liable on conviction to a fine not exceedingtwo hundred thousand ringgit or to imprisonment for a period not

exceeding five years or to both.

Register of trading agents and listing sponsors

35. (1) The Exchange shall keep a register of the trading agentsand listing sponsors and shall enter therein the names and addressesof the trading agents and listing sponsors and the date upon whicheach was admitted and ceased to be a trading agent or listingsponsor.

(2) The register of trading agents and listing sponsors shall bemade available for inspection at the registered office of the Exchangeduring business hours.

(3) Any person may require, and if required the Exchange shallforthwith provide, a copy of the register or any part thereof onpayment of such fee as may be prescribed in writing by the Exchange.

(4) Any payment under subsection 35(3) shall be made to the

Exchange.

Financial statement of the Exchange

36. Within six months of the end of each financial year theExchange shall file with the Authority a copy, certified by thesecretary as a true copy, of the financial statements of the Exchangefor that year prepared and audited in accordance with the provisionsof Part VI of the Offshore Companies Act 1990.

Persons not deemed to be carrying on business in Malaysia

37. No person shall be deemed to be engaging in or carrying ona trade or business in Malaysia or with residents of Malaysia forthe purpose of any written law by reason only of the fact that

(a) securities of such person are listed on a securities marketoperated by the Exchange;

(b) such person is a trading agent or listing sponsor and thattransactions are effected by it or on its behalf through thefacilities of the Exchange; or


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(c) such person undertakes activities in Labuan incidental to

the proper conduct of the activities referred to in paragraphs

37(a) and (b).

Suspension of trading on the Exchange

38. (1) The Authority may direct the Exchange by written notice

to suspend trading, or the committee may, after notifying the

Authority, suspend trading, on the Exchange either wholly for a

period not exceeding five consecutive business days or in respect

of specified securities for such period as the Authority deems fit

if the Authority after consultation with the committee determines

that the orderly conduct of such trading is being or is likely to be

prevented by reason of force majeure, natural disaster, strike or

lockout, revolution or other political upheaval or economic or

financial crisis, wherever occurring.

(2) Pursuant to subsection (1), suspension of trading shall be

carried out in accordance with the rules of the Exchange.

(3) The Authority may after consultation with the committee

direct the Exchange to extend the period of suspension of trading

under subsection 38(1) either wholly for additional periods not

exceeding five consecutive business days or in relation to specified

securities for such additional periods as it deems fit.

(4) The Authority shall within two clear business days give a

written notice of such extension to the Exchange indicating therein

the reason therefor and duration thereof and such notices shall take

effect upon its delivery to the Exchange.

(5) The Authority shall on the business day next following

delivery to the Exchange of the notice under this section and if

so requested by the Exchange provide an opportunity for the Exchange

to be heard on the need for any suspension of trading or any

extension thereof.

(6) The Authority may revoke, withdraw or modify any direction

made under subsections 38(1) and (3) at any time prior to expiryof the period of suspension or extension thereof.


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Ministers power to suspend trading

38A. (1) Without prejudice to section 38, where the Minister is

satisfied that it is in the public interest to do so, or that it isexpedient for the protection of investors or for the proper regulationof the Exchange to do so, he may, on the recommendation of theAuthority, make a suspension order relating to all or any of thefollowing:

(a) the functions of the Exchange or the committee;

(b) the functions of any subcommittee established by thecommittee referred to in paragraph (a); or

(c) the functions of the principal officer, by whatever namecalled, who is responsible for the conduct of the businessand operations of the Exchange or the committee, as thecase may be.

(2) For so long as the suspension order is in force, the followingprovisions shall apply:

(a) none of the functions to which the order relates shall beperformed by the Exchange or committee or any

subcommittee established by the committee or by anyofficer of the Exchange or the committee or any suchsubcommittee;

(b) any function to which paragraph (a) applies may beperformed by such person as shall be specified in theorder in relation to that function; and

(c) a person or body referred to in paragraph (a) shall not,by act or omission, either directly or indirectly, affect themanner in which the functions referred to in the order are

performed unless the person referred to in paragraph (b)requests for his or its assistance.

(3) Subject to subsection (6), a suspension order shall continueto be in force for such period, being a period not exceeding sixmonths, as shall be specified in the order.

(4) A suspension order or any extension thereof undersubsection (6) shall take effect when a copy of the order or notice

of the extension is served under paragraph (7)(a) to the Exchange,committee or the subcommittee established by the committee towhich the order relates.


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(5) Without prejudice to subsection (4), where a suspensionorder is made or such an order is extended under subsection (6),the Authority shall, as soon as it may be practicable, give a copy

of the order or, as the case may be, the notice of its extension, tothe principal officer of the Exchange, the committee or asubcommittee established by the committee as the Authority mayconsider appropriate in the circumstances.

(6) The Minister may, on the recommendation of the Authority,extend the period during which a suspension order is to remain inforce for any further periods each not exceeding three months.

(7) Where a suspension order is made or extended under this

section, the Authority shall

(a) forthwith serve a copy of the order or notice in writingof the extension on the Exchange, committee or thesubcommittee to which the order relates; and

(b) cause a suspension order or the notice of the extensionas the case may be, to be published in the Gazette.

(8) Any person who contravenes a suspension order issued undersubsection (1) commits an offence and shall on conviction beliable to a fine not exceeding five million ringgit or to imprisonmentfor a term not exceeding ten years or to both.

(9) For the purposes of this section, principal officer includesa person, by whatever name called, who either individually orjointly with one or more other persons, is responsible for mattersrelating to listing, licensing, securities or dealings on the Exchangeor the committee.

Powers of the Authority

39. (1) For the purposes of this Act and the proper conduct of thebusiness of the Exchange and in addition to any other powersaccorded to it under this Act the Authority may

(a) at any time investigate or enquire into any transactioninvolving the purchase or sale of securities entered intoby any person whether directly or indirectly to ascertainif that person has used dishonest, unfair or unethicaldevices or trading practices whether such devices or tradingpractices constitute an offence under this Act or anyother written law or an infringement of any of the rulesor otherwise;


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(b) require any such person to submit detailed informationof any transaction involving the purchase or sale ofsecurities;

(c) require the production of, inspect and make copies orprintouts of or take extracts from any document recordor thing relating to

(i) the business or affairs of the Exchange;

(ii) any dealing in securities;

(iii) any advice, report or analysis concerning securities;or

(iv) the accounts or records of any person concernedin any capacity with the matters referred to insubparagraph 39(1)(c)(i), (ii) or (iii) and any auditof, or report of an auditor concerning, the same;or

(d) with the authority of a search warrant issued by the courtto that effect and with or without the assistance of suchpersons as the Authority may require unless the Authorityhas reasonable grounds for believing that, by reason of

the delay in obtaining the search warrant, the object ofany entry is likely to be frustrated, and in such instancewithout a warrant

(i) break into and search any premises, place or itemtherein on or in which the Authority has reason tosuspect there may be any document, record or thingthe production of which was required by virtue ofthis section but not produced in compliance withsuch requirement; or

(ii) take possession of or secure against interferenceany document, record or thing the production ofwhich was required.

(2) A person who fails to

(a) comply with a requirement made under subsection 39(1);

(b) in purported compliance with a requirement made undersubsection 39(1) furnishes information or makes a statementthat is false or misleading in a material particular; or

(c) obstructs or hinders the Authority or another person inthe exercise of any power under subsection 39(1),


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commits an offence and is liable on conviction to a fine notexceeding ten million ringgit or to imprisonment for a term notexceeding ten years or to both.

(3) The powers conferred under this section are, in addition to,and not in derogation of, any other powers conferred by law.

PART IV

MISCELLANEOUS

Indemnity

40. No person shall be liable to be sued in any court for any actor matter done or ordered to be done or omitted to be done by himin good faith and in the intended exercise of any power or dischargeof any duty conferred or imposed on him under this Act.

Conflict between laws

41. Where there is any conflict or inconsistency between this Actand any other written law, this Act shall prevail.

Power of exemption

42. The Minister may, on the written recommendation of theAuthority, direct that any of the provisions of this Act shall notapply, or apply with such modifications as may be specified in thedirection, to any person or class of persons and may attach such

conditions to or revoke such direction.

General offence and penalty

43. (1) A person who contravenes a requirement of this Act commitsan offence.

(2) A person who commits an offence against this Act for whichno penalty is expressly provided is liable

(a) in the case of a body, incorporated or unincorporated, toa fine not exceeding five million ringgit; or


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(b) in the case of an individual, to a fine not exceeding twoand a half million ringgit or to imprisonment for a periodnot exceeding three months or to both.

Service of notices, documents, etc.

44. (1) Subject to any express provision of this Act, a notice maybe served personally or by registered post.

(2) A notice relating to mutual fund or the Exchange which issent by ordinary or registered post shall be deemed to have beenserved on the person to whom it is addressed on the daysucceeding the day on which the notice would have been received

in the ordinary course of post if it is addressed(a) to the persons registered office;

(b) to its last known address; or

(c) to any person authorized by it to accept service of process.

(3) Where a person to whom there has been addressed aregistered letter containing a notice under this Act

(a) is informed that there is a registered letter awaiting him

at a post office but refuses or neglects to take deliveryof that letter; or

(b) refuses to accept delivery of that registered letter whentendered,

the notice shall be deemed to have been served upon him on thedate on which he was informed that the letter was awaiting himor on which the letter was tendered to him, as the case may be.

(4) For the purposes of subsection 44(3) an affidavit by theofficer in charge of a post office stating that to the best of hisknowledge and belief

(a) there has been delivered to the address appearing on aregistered letter a post office notification informing theaddressee that there is a registered letter awaiting him;or

(b) there has been tendered for delivery to the addressee aregistered letter,

shall until the contrary is proved, be evidence that the addresseehas been so informed or that the registered letter has been tenderedto him, as the case may be.


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Fees

45. (1) Where

(a) a private fund is granted consent;

(b) a public fund is granted registration; or

(c) a person is granted a licence to be a manager or is grantedregistration to be an administrator of a mutual fund,

there shall be payable for the year such fee as may be prescribedby regulations.

(2) On or before 15 January of every year following the yearin which any consent, licence or registration is granted there shallbe payable such annual fee as may be prescribed by regulations.

(3) An unpaid annual fee may be sued for by the Authority byaction as a civil debt and in addition the Authority may require,and the court may order, payment of a penalty for late paymentup to an amount equivalent to twice the amount of the fee unpaid.

Misrepresentation

46. A person who

(a) wilfully or recklessly makes a misrepresentation in anydocument or material or records required to be filed,supplied or delivered under this Act;

(b) makes any statement or gives any information requiredunder this Act that he knows to be false or misleading;

(c) knowingly fails to disclose any fact or information requiredto be disclosed under this Act; or

(d) being in charge of or having alone or with another orothers possession of or control over any information,records, books or other documents referred to insubsection 27(1) refuses or wilfully neglects to complywith any lawful direction given under that section,

commits an offence under this Act and shall be liable on convictionto a fine not exceeding one hundred thousand ringgit or to impris-onment for a period not exceeding five years or to both.


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Compounding of offences

47. (1) The Authority may, with the consent of the Public Prosecutor,

compound any offence committed by any person under this Act,by making a written offer to such person to compound the offenceby paying to the Authority within such time as may be specifiedin the offer such sum of money as may be specified in the offer,which shall not exceed fifty per centum of the amount of themaximum fine to which that person would have been liable if hehad been convicted of the offence.

(1A) Notwithstanding subsection (1), the Public Prosecutor may,by order in writing, permit the Authority to compound any offence

or category of offences specified in the order without having toobtain the consent of the Public Prosecutor, and may at any timevary or revoke the order.

(2) An offer under subsection 47(1) may be made at any timeafter the offence has been committed, but before any prosecutionfor it has been instituted, and where the amount specified in theoffer is not paid within the time specified in the offer, or withinsuch extended period as the Authority with and subject to theconsent of the Public Prosecutor may grant, prosecution for theoffence may be instituted at any time thereafter against the personto whom the offer was made.

(3) Where an offence has been compounded under subsection47(1), and the sum of money stipulated in the offer duly paid, noprosecution shall thereafter be instituted in respect of such offenceagainst the person to whom the offer to compound was made.

Prosecution

48. A prosecution under this Act shall not be instituted exceptby, or with the consent in writing of, the Public Prosecutor.

Fees and penalties

49. (1) All fees and penalties paid to the Authority under this Actand all sums of money paid under section 47 shall be paid into

and form part of the Fund established under section 29 of theLabuan Offshore Financial Services Authority Act 1996.


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(2) Notwithstanding subsection 49(1), all fees paid undersubsection 35(4) shall be paid into the fund of the Exchange andmay be used in accordance with the provisions of the by-laws.

Regulations

50. The Minister may make regulations for

(a) prescribing fees payable under this Act;

(b) prescribing forms of application to be used for the purposeof this Act and matters to be specified in such form;

(c) regulating the use of any names or any words or expressions

in a name connected with mutual funds;(d) designating mutual funds or a class or classes thereof as

private funds;

(e) regulating the publication of advertisements offering theservices of dealers in securities or offering securities forpurchase or sale and the form or content of suchadvertisements;

(f) the preparation by dealers in securities of balance sheetand profit and loss accounts and the form and contentthereof;

(g) the issue and content of a contract note;

(h) the dealing in securities for his own account directly orindirectly by a trading agent or by any person who providesinformation relating to securities to members of the publicor who may have access to information relating to suchsecurities which is not publicized;

(i) regulating or prohibiting the sale of any security by aperson who does not own such security;

(j) prohibiting the use of any manipulative and deceptivedevices and contrivances in connection with the purchaseor sale of securities;

(k) all matters or things relating to the issue of securities andfinancial instruments by persons listed on the Exchange;

(l) all matters or things required or authorized by this Actto be prescribed or provided, or which are necessary or

convenient to be prescribed or provided, for the carryingout of, or giving full effect to, the provisions of this Actand for its due administration.


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Direction by Minister

51. (1) The Minister may on the written recommendation of the

Authority issue, by notification in the Gazette, a direction(a) prohibiting the formation of any mutual fund or class of

mutual funds;

(b) directing any trustee, custodian, manager, administrator,fund, trading agent, listing sponsor or the Exchange tocease to carry on its business or part of its business eitherimmediately or within such time as may be specified inthe direction;

(c) directing the Exchange to carry on any business or partof the business either immediately or within such timeas may be specified in the direction; or

(d) approving the admission of any securities into the Exchangeor the listing thereof.

(2) A direction made under this section may be revoked orvaried by the Minister.

Power of the Minister to make modifications

52. (1) Subject to subsection 52(2), the Minister may, wheneverit appears to him necessary or expedient so to do whether for thepurpose of removing difficulties or in consequence of the passingof this Act, by order make such modifications to any provision inany law relating to offshore securities as he may think fit.

(2) The Minister shall not exercise the power conferred under

subsection 52(1) after the expiration of two years from thecommencement of this Act.

Procedure where none laid down

53. In the event that any act or step is required or permitted tobe done or taken under this Act and no form is prescribed orprocedure laid down either in this Act or the regulations, applicationmay be made to the Authority for directions as to the manner in

which the same may be done or taken, and any act or step doneor taken in accordance with such directions shall be a validperformance of such act or step.


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Disapplication of certain existing legislation

54. (1) The provisions of the Securities Commission Act 1993

and the Securities Industry Act 1983 [Act 280] shall not be applicableto the establishment, conduct, activity and business of the Exchange.

(2) Subsections 7(3), 21(2), sections 24, 85, subsections 87(2),(4), (5) and (10) and subsections 93(2), (6) and (7) of the OffshoreCompanies Act 1990 shall not be applicable to the Exchange.

(3) The provisions of the Holidays Act 1951 [Act 369] shall notapply to the Exchange and the Exchange may carry on its businessfor twenty-four hours in each day on any and all days of each week

subject to any limitation or restriction imposed by or pursuant tothe by-laws or the rules, as the case may be.

Transitional

55. Any person who, on the date of the coming into force of thisAct, is carrying on any business or engaged in any activity relatingto mutual funds in or from within Labuan shall within six months,or such longer period as the Authority may prescribe in writing,from such date comply with this Act.

Saving provision

56. The rules of equity and of common law applicable to mutualfunds shall continue in force, except so far as they are inconsistentwith the express provisions of this Act.


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LAWS OF MALAYSIA

Act 579


LIST OF AMENDMENTS

Amending law Short title In force from

Act A1191 Labuan Offshore Securities

Industry (Amendment) Act 2003 30-05-2003


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LAWS OF MALAYSIA

Act 579


LIST OF SECTIONS AMENDED

Section Amending authority In force from

Long Title Act A1191 30-05-2003

2 Act A1191 30-05-2003

3 Act A1191 30-05-2003

11 Act A1191 30-05-2003

11A Act A1191 30-05-2003

12 Act A1191 30-05-2003

12A Act A1191 30-05-2003

17 Act A1191 30-05-2003

21 Act A1191 30-05-200326 Act A1191 30-05-2003

32 Act A1191 30-05-2003

33 Act A1191 30-05-2003

34 Act A1191 30-05-2003

35 Act A1191 30-05-2003

37 Act A1191 30-05-2003

38 Act A1191 30-05-2003

38A Act A1191 30-05-2003

44 Act A1191 30-05-2003

45 Act A1191 30-05-2003

47 Act A1191 30-05-2003

50 Act A1191 30-05-2003

51 Act A1191 30-05-2003


Documents

Act 579 Labuan Offshore Securities Industry Act 1998